HomeMy WebLinkAboutContract 59683FORT WORTH CSC No. 59683
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CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between Sigma
Surveillance, Inc. DBA STS360, ("Seller") and the City of Fort Worth, ("Buyer"), a Texas home rule
municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed in the
order of precedence in which they are listed:
1.
This Cooperative Purchase Agreement;
2.
Exhibit A —
City's Terms and Conditions;
3.
Exhibit B —
Conflict of Interest Questionnaire.
4.
Exhibit C —
Texas Department of Information Resources DIR-CPO-4770; and
5.
Exhibit D —
DIR-CPO-4770 Price Index
Exhibits A, B, C, and D which are attached hereto and incorporated herein, are made a part of
this Agreement for all purposes. Seller agrees to provide Buyer with the services and goods included in
Exhibit C pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all
exhibits thereto. In the event of a conflict between Exhibit A — City's Terms and Conditions and Exhibit
C —DIR-CPO-4770, then Exhibit A — City's Terms and Conditions shall control, but only to the extent
allowable under the DIR-CPO-4770.
Buyer shall pay Seller in accordance with the fee schedule and terms in Exhibit C and D and in
accordance with the provisions of this Agreement. Total payment made annually under this Agreement
by Buyer shall not exceed the amount of TWO MILLION THIRTYNINE THOUSAND DOLLARS
($2,039,000.00). Seller shall not provide any additional items or services or bill for expenses incurred
for Buyer not specified by this Agreement unless Buyer requests and approves in writing the additional
costs for such services. Buyer shall not be liable for any additional expenses of Seller not specified by
this Agreement unless Buyer first approves such expenses in writing.
The term of this Agreement is effective beginning on the date signed by the Assistant City
Manager below ("Effective Date") and expires on October 29, 2023 to coincide with the Cooperative
Purchase Agreement. Buyer shall be able to renew this agreement for three (3) one-year renewal options
by written agreement of the parties.
[signature page following)
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
The undersigned represents and warrants that he or she has the power and authority to execute
this Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
BY: Valerie ashington (Jun 29, 202312:21 CDT)
Name: Valerie Washington
Title: Assistant City Manager
Date: Jun 29, 2023
APPROVAL RECOMMENDED:
By: /
Name: Kevin Gunn
Title: Director, IT Solutions Department
ATTEST: F FORt9-.
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By:
Name: Jannette Goodall
Title: City Secretary
SELLER:
Sigma Surveillance, Inc. DBA STS360
By:
Name John Hoffman
Title: Executive Vice President
Date: 6/15/2023
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
By: S.Trotter (Jun 27, 202316:40 CDT)
Name: Sallie Trotter
Title: Assistant Director, IT Solutions
I197 Z1]L0117MV111Iall] 7uF.101R01000Y619
By:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 23-0524
Approved: 6/27/2023
Form 1295: 2023-1027402
ATTEST:
By: f
Name: Jose Garz /�/1G�
Title: CTO/COO
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Exhibit A
CITY OF FORT WORTH, TEXAS
TERMS AND CONDITIONS
1. Termination.
a. Convenience. Either City or Vendor may terminate the Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination.
b. Breach. If either party commits a material breach of the Agreement, the non -
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt
of notice from the non -breaching party, or other time frame as agreed to by the parties. If the
breaching party fails to cure the breach within the stated period of time, the non -breaching party
may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or
equity, immediately terminate the Agreement by giving written notice to the breaching party.
C. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Vendor of such
occurrence and the Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever,
except as to the portions of the payments herein agreed upon for which funds have been
appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up
to the effective date of termination and Vendor shall continue to provide City with services
requested by City and in accordance with the Agreement up to the effective date of termination.
Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all
completed or partially completed documents prepared under the Agreement. In the event Vendor
has received access to City information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
2. Attornevs' Fees, Penalties, and Liquidated Damages. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or
liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted
from the Agreement and shall have no force or effect.
3. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall
be governed by, and construed in accordance with the laws of the United States and state of Texas,
exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a
court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be
governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and
any such terms are hereby deleted from the Agreement and shall have no force or effect.
4. Linked Terms and Conditions. If the Agreement contains a website link to terms and
conditions, the linked terms and conditions located at that website link as of the effective date of the
Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the
linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the
provisions contained within this Addendum and the Agreement shall control. If any changes are made
to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and
void. Further, if Vendor cannot clearly and sufficiently demonstrate the exact terms and conditions as of
the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void.
5. Insurance. The City is a governmental entity under the laws of the state of Texas and
pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by Governmental
Units," is self -insured and therefore is not required to purchase insurance. To the extent the Agreement
requires City to purchase insurance, City objects to any such provision, the parties agree that any such
requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or
effect. City will provide a letter of self -insured status as requested by Vendor.
6. Sovereign Immunitv. Nothing herein constitutes a waiver of City's sovereign immunity.
To the extent the Agreement requires City to waive its rights or immunities as a government entity; such
provisions are hereby deleted and shall have no force or effect.
7. Limitation of Liabilitv and Indemnitv. To the extent the Agreement, in any way, limits
the liability of Vendor or requires City to indemnify or hold Vendor or any third party harmless from
damages of any kind or character, City objects to these terms and any such terms are hereby deleted from
the Agreement and shall have no force or effect.
8. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own
cost and expense, including the payment of attorney's fees, any claim or action against the City for
infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual
property right arising from City's use of the Deliverable(s), or any part thereof, in accordance
with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay
shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and
expense of payment for claims or actions against the City pursuant to this section 8, Vendor shall
have the right to conduct the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such claim; however, City shall have
the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to
protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City,
for whatever reason, assumes the responsibility for payment of costs and expenses for any claim
or action brought against the City for infringement arising under the Agreement, the City shall
have the sole right to conduct the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action, with copies of all papers City may receive
relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or
expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the
Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained
or, if as a result of a settlement or compromise, such use is materially adversely restricted,
Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to
continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non -infringing,
provided that such modification does not materially adversely affect City's authorized use of the
Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally
equivalent non -infringing Deliverable(s) at no additional charge to City; or (d) if none of the
foregoing alternatives is reasonably available to Vendor, terminate the Agreement, and refund all
amounts paid to Vendor by the City, subsequent to which termination City may seek any and all
remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY.
9. Data Breach. Vendor further agrees that it will monitor and test its data safeguards
from time to time, and further agrees to adjust its data safeguards from time to time in light of
relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or
becomes aware of any unauthorized access to any financial or personal identifiable information
("Personal Data") by any unauthorized person or third party, or becomes aware of any other
security breach relating to Personal Data held or stored by Vendor under the Agreement or in
connection with the performance of any services performed under the Agreement or any
Statement(s) of Work ("Data Breach"), Vendor shall immediately notify City in writing and shall
fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of
such Data Breach, Vendor shall fully and immediately comply with applicable laws, and shall take
the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City,
its Affiliates, and their respective officers, directors, employees and agents, harmless from and
against any and all claims, suits, causes of action, liability, loss, costs and damages, including
reasonable attorney fees, arising out of or relating to any third party claim arising from breach by
Vendor of its obligations contained in this Section, except to the extent resulting from the acts or
omissions of City. All Personal Data to which Vendor has access under the Agreement, as between
Vendor and City, will remain the property of City. City hereby consents to the use, processing
and/or disclosure of Personal Data only for the purposes described herein and to the extent such
use or processing is necessary for Vendor to carry out its duties and responsibilities under the
Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer
Personal Data to third parties other than through its underlying network provider to perform its
obligations under the Agreement, unless authorized in writing by City. Vendor's obligation to
defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result
of the actions of a third party. All Personal Data delivered to Vendor shall be stored in the United
States or other jurisdictions approved by City in writing and shall not be transferred to any other
countries or jurisdictions without the prior written consent of City.
10. No Mandatory Arbitration. To the extent the Agreement requires mandatory arbitration
to resolve conflicts, City objects to these terms and any such terms are hereby deleted from the
Agreement and shall have no force or effect.
11. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient
for purposes of the Agreement only.
12. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood
and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are
not appropriated or become unavailable, City shall have the right to terminate the Agreement except for
those portions of funds which have been appropriated prior to termination.
13. Public Information. City is a government entity under the laws of the State of Texas and
all documents held or maintained by City are subject to disclosure under the Texas Public Information
Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby
objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no
force or effect. In the event there is a request for information marked Confidential or Proprietary, City
shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to
disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by
the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction.
14. Addendum Controlling. If any provisions of the attached Agreement, conflict with the
terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance
of City, the terms in this Addendum shall control.
15. Network Access.
a. Citv Network Access. If Vendor, and/or any of its employees, officers, agents,
servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to
the City's computer network in order to provide the services herein, Vendor shall execute and
comply with the Network Access Agreement which is attached hereto as Exhibit "A" and
incorporated herein for all purposes.
b. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel,
requires access to any federal law enforcement database or any federal criminal history record
information system, including but not limited to Fingerprint Identification Records System
("FIRS"), Interstate Identification Index System ("III System"), National Crime Information
Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law Enforcement
Telecommunications Systems ("TLETS"), that is governed by and/or defined in Title 28, Code
of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the
administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police
Department, under the Agreement, Vendor shall comply with the Criminal Justice Information
Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal
Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes,
modifications, alterations, or amendments shall be made to the Security Addendum. The
document must be executed as is, and as approved by the Texas Department of Public Safety and
the United States Attorney General.
16. Immigration Nationalitv Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under the Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all
I-9 forms and supporting eligibility documentation for each employee who performs work under the
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible
to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate the
Agreement for violations of this provision by Vendor.
17. No Bovcott of Israel. If Vendor has fewer than 10 employees or the Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2270 of the Texas Government Code, City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1)
does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott
Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written
verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the
term of the Agreement.
18. Rifzht to Audit. Vendor agrees that City shall, until the expiration of three (3) years after
final payment under the Agreement, have access to and the right to examine any directly pertinent books,
documents, papers and records of Vendor involving transactions relating to the Agreement. Vendor
agrees that City shall have access during normal working hours to all necessary Vendor facilities and
shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the
provisions of this section. City shall give Vendor reasonable advance notice of intended audits.
19. Prohibition on Bovcottin2 Ener2v Companies. Vendor acknowledges that in accordance
with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, §
2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000
or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more
full-time employees unless the contract contains a written verification from the company that it: (1) does
not boycott energy companies; and (2) will not boycott energy companies during the term of the contract.
The terms "boycott energy company" and "company" have the meaning ascribed to those terms by
Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Contractor's signature provides written verification to the City that
Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during
the term of this Agreement.
20. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as
added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for
goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public
funds of the City with a company with 10 or more full-time employees unless the contract contains a
written verification from the company that it: (1) does not have a practice, policy, guidance, or directive
that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. The terms
"discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1.
To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Contractor's signature provides written verification to the City that
Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm
entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
Exhibit B — CONFLICT OF INTEREST QUESTIONNAIRE
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who
contracts or seeks to contract for the sale or purchase of property, goods, or services with a local
governmental entity (i.e. The City of Fort Worth) must disclose in the Questionnaire Form CIQ
("Questionnaire") the person's affiliation or business relationship that might cause a conflict of
interest with the local governmental entity. By law, the Questionnaire must be filed with the Fort
Worth City Secretary no later than seven days after the date the person begins contract discussions
or negotiations with the Buyer, or submits an application or response to a request for proposals or
bids, correspondence, or another writing related to a potential agreement with the Buyer. Updated
Questionnaires must be filed in conformance with Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form is also
available at htty://www.ethics.state.tx.us/forms/CIO.vdf.
If you have any questions about compliance, please consult your own legal counsel. Compliance
is the individual responsibility of each person or agent of a person who is subject to the filing
requirement. An offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship that you
might have with the Buyer, state Seller name in the # 1, use N/A in each of the areas on the
form. However, a signature is required in the #4 box in all cases.
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1of1
Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form, and the city, state and country of the business entity's place Certificate Number:
of business. 2023-1027402
Sigma Surveillance, Inc. DBA STS360
Dallas, TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 05/30/2023
being filed.
City of Fort Worth Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
52756
DIR-CPO-4770, DIR-CPO-4697 Security and Surveillance Systems
Nature of interest
4
Name of Interested Party City, State, Country (place of business) (check applicable)
Controlling Intermediary
5 Check only if there is NO Interested Party
6 UNSWORN DECLARATION
My name is John Skuse
My address is 14229 Proton Rd
(street)
❑X
, and my date of birth is 11/30/1986
Dallas TX 75244 USA
(city) (state) (zip code) (country)
declare under penalty of perjury that the foregoing is true and correct.
Executed in Dallas County, State of Texas on the 30 day of May 20 23
(month) (year)
Signature/of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V3.5.1.a18ea2ca
Contract Number Exhibit C
o ntract Terra Date: 10l29123
DIR-CPO-4770
Header Jnfcrmation
Sigma SurveiLlance, Inc.
Vendor 11): 1202542336600
HUB Type: Asian Pacific American Mate
RFD: DIR-CP04MP-443
Contract Status: Active
Contract Overview
VENDOR CONTACT.,
John Hoffman C?
Phone: �9 ) 3 -3 35
Vender Website 0
Contract Expiration Date:
DI R CO NTACr.,
Nicote Simpson EP
Phone: (51 ) 475-4971
1O129/26
Sigma SurvekLance, Inc. offers Products and Related ServIces for SurveUance, Security and Monitoring. Customers can
purchase directly through this contract. DI contracts may be used by state and local governments, public education,
other public entities in Texas, as well as public entities outside of the state. Subcontractors are available on this
contract.
DIR Contract No. DIR-CPO-4770
Sigma Surveillance Inc. — 20-2542335
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCT, SERVICES, AND RELATED SERVICES
Sigma Surveillance Inc.
Introduction
1.1 Parties
This contract for Law Enforcement, Surveillance and Security Monitoring, Emergency
Preparedness, Disaster Recovery Technology Products, and Services (this "Contract") is entered
into between the State of Texas, acting by and through the Department of Information Resources
(hereinafter "DIR") with its principal place of business at 300 West 15th Street, Suite 1300,
Austin, Texas 78701, and Sigma Surveillance Inc., a Texas corporation (hereinafter "Successful
Respondent"), with its principal place of business at 4040 State Highway 121, Suite 160,
Carrollton, Texas 75010.
1.2 Compliance with Procurement Laws
This Contract is the result of compliance with applicable procurement laws of the State of Texas.
DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State Business
Daily, Request for Offer (RFO) DIR-CPO-TMP-443, on 10/28/2019, for Law Enforcement,
Surveillance and Security Monitoring, Emergency Preparedness, Disaster Recovery Technology
Products, and Services (the "RFO"). Upon execution of all Contracts, a notice of award for DIR-
CPO-TMP-443 shall be posted by DIR on the Electronic State Business Daily.
1.3 Order of Precedence
a) For transactions under this Contract, the order of precedence shall be as follows:
i. this Contract;
ii. Appendix A, Standard Terms and Conditions;
iii. Appendix B, Successful Respondent's Historically Underutilized Businesses
Subcontracting Plan;
iv. Appendix C, Pricing Index;
V. Appendix D, Software License and Service Agreement;
vi. Exhibit 1, RFO DIR-CPO-TMP-443, including all Addenda; and
vii. Exhibit 2, Successful Respondent's Response to RFO DIR-CPO-TMP-443,
including all Addenda.
RFO DIR-CPO-TMP-443 Page 1 of 8
{DIR rev 09/2021 }
DIR Contract No. DIR-CPO-4770
Sigma Surveillance Inc. — 20-2542335
b) Each of the foregoing documents is hereby incorporated by reference and together
constitute the entire agreement between DIR and Successful Respondent governing
purchase transactions.
1.4 Definitions
Capitalized terms used but not defined herein have the meanings given to them in Appendix A,
Standard Terms and Conditions.
2 Term of Contract
The initial term of this Contract shall be up to two (2) years commencing on the date of the last
signature hereto (the "Initial Term"), with one (1) optional two-year renewal and one (1) optional
one-year renewal (each, a "Renewal Term"). Prior to expiration of the Initial Term and each
Renewal Term, this Contract will renew automatically under the same terms and conditions
unless either party provides written notice to the other party at least sixty (60) days in advance of
the renewal date stating that the party wishes to discuss amendment or non -renewal.
3 Option to Extend
Successful Respondent agrees that DIR may require continued performance under this Contract
at the rates specified in this Contact following the expiration of the Initial Term or any Renewal
Term. This option may be exercised more than once, but the total extension of performance
hereunder shall not exceed ninety (90) calendar days. Such extension of services shall be subject
to the requirements of this Contract, with the sole and limited exception that the term shall be
extended pursuant to this provision. DIR may exercise this option upon thirty (30) calendar days
written notice to Successful Respondent.
4 Product and Service Offerings
Products and services available under this Contract are limited to the technology categories
defined in Request for Offer DIR-CPO-TMP-443 for Law Enforcement, Surveillance and
Security Monitoring, Emergency Preparedness, Disaster Recovery Technology Products, and
Services. At DIR's sole discretion, Successful Respondent may incorporate changes or make
additions to its service offering, provided that any changes or additions must be within the scope
of the RFO.
5 Pricing
5.1 Pricing Index
Pricing to Customers shall be as set forth in Appendix C, Pricing Index, and shall include the
DIR Administrative Fee (as defined below).
RFO DIR-CPO-TMP-443 Page 2 of 8
{DIR rev 09/20211
DIR Contract No. DIR-CPO-4770
Sigma Surveillance Inc. — 20-2542335
5.2 Customer Discount
a) The minimum Customer discount for all products and services will be the percentage off
List Price (as defined below) or MSRP (as defined below), as applicable, as specified in
Appendix C, Pricing Index. Successful Respondent shall not establish a List Price or
MSRP for a particular solicitation. For purposes of this Section, "List Price" is the price
for a product or service published in Successful Respondent's price catalog (or similar
document) before any discounts or price allowances are applied. For purposes of this
Section, "MSRP," or manufacturer's suggested retail price, is the price list published by
the manufacturer or publisher of a product and available to and recognized by the trade.
b) Customers purchasing products or services under this Contract may negotiate additional
discounts with Successful Respondent. Successful Respondent and Customer shall
provide the details of such additional discounts to DIR upon request.
c) If products or services available under this Contract are provided at a lower price to: (i)
an eligible Customer who is not purchasing those products or services under this
Contract, or (ii) to any other customer under the same terms and conditions provided for
the State for the same products and services under this contract, then the price of such
products and services under this Contract shall be adjusted to that lower price. This
requirement applies to products or services quoted by Successful Respondent for a
quantity of one (1), but does not apply to volume or special pricing purchases. Successful
Respondent shall notify DIR within ten (10) days of providing a lower price as described
in this Section, and this Contract shall be amended within ten (10) days to reflect such
lower price.
5.3 Changes to Prices
a) Subject to the requirements of this section, Successful Respondent may change the price
of any product or service upon changes to the List Price or MSRP, as applicable.
Discount levels shall not be subject to such changes, and will remain consistent with the
discount levels specified in this Contract.
b) Successful Respondent may revise its pricing by publishing a revised pricing list, subject
to review and approval by DIR. If DIR, in its sole discretion, finds that the price of a
product or service has been increased unreasonably, DIR may request that Successful
Respondent reduce the pricing for the product or service to the level published before
such revision. Upon such request, Successful Respondent shall either reduce the pricing
as requested, or shall remove the product or service from the pricing list for this Contract.
Failure to do so will constitute an act of default by Successful Respondent.
5.4 Shipping and Handling
Prices to Customers shall include all shipping and handling fees. Shipments will be Free On
Board Customer's Destination. No additional fees may be charged to Customers for standard
RFO DIR-CPO-TMP-443 Page 3 of 8
{DIR rev 09/2021 }
DIR Contract No. DIR-CPO-4770
Sigma Surveillance Inc. — 20-2542335
shipping and handling. If a Customer requests expedited or special delivery, Customer will be
responsible for any additional charges for expedited or special delivery.
6 DIR Administrative Fee
a) Successful Respondent shall pay an administrative fee to DIR based on the dollar value
of all sales to Customers pursuant to this Contract (the "DIR Administrative Fee"). The
amount of the DIR Administrative Fee shall be seventy-five hundredths of a percent
(0.75%) of all sales, net of returns and credits. For example, the administrative fee for
sales totaling $100,000 shall be $750.
b) All prices quoted to Customers shall include the DIR Administrative Fee. DIR reserves
the right to increase or decrease the DIR Administrative Fee during the term of this
Contract, upon written notice to Successful Respondent without amending this Contract.
Any increase or decrease in the DIR Administrative Fee shall be incorporated in the price
to Customers.
7 Internet Access to Contract and Pricing Information
In addition to the requirements listed in Appendix A, Section 7.2, Internet Access to Contract
and Pricing Information, Successful Respondent shall include the following with their webpage:
a) A current price list or mechanism to obtain specific contract pricing;
b) MSRP/list price or DIR Customer price;
c) Discount percentage (%) off MSRP or List Price;
d) Warranty policies; and
e) Return policies.
8 Use of Order Fulfillers
8.1 Authorization to Use Order Fulfillers
Subject to the conditions in this Section 8, DIR agrees to permit Successful Respondent to utilize
designated order fulfillers to provide products, services, and support resources to Customers
under this Contract ("Order Fulfillers")
8.2 Designation of Order Fulfillers
a) Successful Respondent may designate Order Fulfillers to act as the distributors for
products and services available under this Contract. In designating Order Fulfillers,
Successful Respondent must be in compliance with the State's Policy on Utilization of
Historically Underutilized Businesses. DIR and Successful Respondent will agree on the
number of Order Fulfillers that are Historically Underutilized Businesses as defined by
the CPA.
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{DIR rev 09/2021 }
DIR Contract No. DIR-CPO-4770
Sigma Surveillance Inc. — 20-2542335
b) In addition to the required Subcontracting Plan, Successful Respondent shall provide
DIR with the following Order Fulfiller information: Order Fulfiller name, Order Fulfiller
business address, Order Fulfiller CPA Identification Number, Order Fulfiller contact
person email address and phone number.
c) DIR reserves the right to require Successful Respondent to rescind any Order Fulfiller
participation or request that Successful Respondent name additional Order Fulfillers
should DIR determine it is in the best interest of the State.
d) Successful Respondent shall be fully liable for its Order Fulfillers' performance under
and compliance with the terms and conditions of this Contract. Successful Respondent
shall enter into contracts with Order Fulfillers and use terms and conditions that are
consistent with the terms and conditions of this Contract.
e) Successful Respondent may qualify Order Fulfillers and their participation under the
Contract provided that: i) any criteria is uniformly applied to all potential Order Fulfillers
based upon Successful Respondent's established, neutrally applied criteria, ii) the criteria
is not based on a particular procurement, and iii) all Customers are supported under the
criteria.
f) Successful Respondent shall not prohibit any Order Fulfiller from participating in other
procurement opportunities offered through DIR.
8.3 Changes in Order Fulfiller
Successful Respondent may add or remove Order Fulfillers throughout the term of this Contract
upon written authorization by DIR. Prior to adding or removing Order Fulfillers, Successful
Respondent must make a good faith effort to revise its Subcontracting Plan in accordance with
the State's Policy on Utilization of Historically Underutilized Businesses. Successful Respondent
shall provide DIR with its updated Subcontracting Plan and the Order Fulfillers information
listed above.
8.4 Order Fulfiller Pricing to Customer
Order Fulfiller pricing to the Customer shall be in accordance with Section 5.
9 Notification
All notices under this Contract shall be sent to a party at the respective address indicated below.
If sent to the State:
Hershel Becker or Successor in Office
Chief Procurement Officer
Department of Information Resources
300 W. 15th St., Suite 1300
Austin, Texas 78701
Phone: (512) 475-4700
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{DIR rev 09/2021 }
DIR Contract No. DIR-CPO-4770
Sigma Surveillance Inc. — 20-2542335
Email: hershel.becker(a,dir.texas.gov
If sent to Successful Respondent:
John Hoffman
Sigma Surveillance Inc.
4040 State Highway 121, Suite 160
Carrollton, Texas 75010
Phone: (972) 300-1075
Facsimile: (866) 223-8167
Email: iohn(&sts360.com
10 Software License and Service Agreements
10.1 Software License Agreement
a) Customers acquiring software licenses under this Contract shall hold, use, and operate
such software subject to compliance with the Software License Agreement. Customer and
Successful Respondent may agree to additional terms and conditions that do not diminish
a term or condition in the Software License Agreement, or in any manner lessen the
rights or protections of Customer or the responsibilities or liabilities of Successful
Respondent. Successful Respondent shall make the Software License Agreement terms
and conditions available to all Customers at all times.
b) Compliance with the Software License Agreement is the responsibility of the Customer.
DIR shall not be responsible for any Customer's compliance with the Software License
Agreement.
10.2 Service Agreement
Services provided under this Contract shall be in accordance with the Service Agreement as set
forth in Appendix D of this Contract. No changes to the Service Agreement terms and conditions
may be made unless previously agreed to by Successful Respondent and DIR. Successful
Respondent and Customer may agree to terms and conditions that do not diminish or lessen the
rights or protections of the Customer or the responsibilities or liabilities of Successful Respondent.
11 Conflicting or Additional Terms
a) The terms and conditions of this Contract shall supersede any additional conflicting or
additional terms in any additional service agreements, statement of work, and any other
provisions, terms, conditions, and license agreements, including those which may be
affixed to or accompany software upon delivery (sometimes called shrink-wrap or click -
wrap agreements), and any linked or supplemental documents, which may be proposed,
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{DIR rev 09/2021 }
DIR Contract No. DIR-CPO-4770
Sigma Surveillance Inc. — 20-2542335
issued, or accepted by Successful Respondent and Customer in addition to this Contract
(such additional agreements, "Additional Agreements"), regardless of when such
Additional Agreements are proposed, issued, or accepted by Customer. Notwithstanding
the foregoing, it is Customer's responsibility to review any Additional Agreements to
determine if Customer accepts such Additional Agreement. If Customer does not accept
such Additional Agreement, Customer shall be responsible for negotiating any changes
thereto.
b) Any update or amendment to an Additional Agreement shall only apply to Purchase
Orders for the associated product or service offering after the effective date of such
update or amendment; provided that, if Successful Respondent has responded to a
Customer's solicitation or request for pricing, any subsequent update or amendment to an
Additional Agreement may only apply to a resulting Purchase Order if Successful
Respondent directly informs such Customer of such update or amendment before the
Purchase Order is executed.
c) Successful Respondent shall not require any Additional Agreement that: i) diminishes the
rights, benefits, or protections of Customer, or that alters the definitions, measurements,
or method for determining any authorized rights, benefits, or protections of Customer; or
ii) imposes additional costs, burdens, or obligations upon Customer, or that alters the
definitions, measurements, or method for determining any authorized costs, burdens, or
obligations upon Customer.
d) If Successful Respondent attempts to do any of the foregoing, the prohibited documents
will be void and inapplicable to this Contract or the Purchase Order between Successful
Respondent and Customer, and Successful Respondent will nonetheless be obligated to
perform such Purchase Order without regard to the prohibited documents, unless
Customer elects instead to terminate such Purchase Order, which in such case may be
identified as a termination for cause against Successful Respondent.
12 Authorized Exceptions to Appendix A, Standard Terms and Conditions
No exceptions have been agreed to by DIR and Successful Respondent.
(Remainder of this page intentionally left blank.)
RFO DIR-CPO-TMP-443 Page 7 of 8
{DIR rev 09/2021 }
DIR Contract No. DIR-CPO-4770
Sigma Surveillance Inc. — 20-2542335
This Contract is executed to be effective as of the date of last signature.
Sigma Surveillance Inc.
Authorized By: /Signature on File/
Name: John Hoffman
Title: Vice President of Sales
Date: 10/21/2021
The State of Texas, acting by and through the Department of Information Resources
Authorized By: /Signature on File/
Name: Hershel Becker
Title: Chief Procurement Officer
Date: 10/29/2021
Office of General Counsel: /Signature on File/
Date: 10/29/2021
RFO DIR-CPO-TMP-443 Page 8 of 8
{DIR rev 09/20211
DocuSign Envelope ID: 6E7E1A79-1466-472E-8AD9-6F927A533862
EXHIBIT D
Appendix C Pricing Index DIR-CPO-4770
Sigma Surveillance Inc. (per Amendment 1)
Aberdeen
Servers
20.00%
Actall
Transmitters
20.00%
Actall
Software
20.00%
Actall
Replacement Parts
20.00%
Actall
System Components
20.00%
Aiphone
Security
40.00%
Altronix
Security
43.00%
Alvarado
Security
15.00%
American Dynamics
Surveillance
35.00%
Aqueti
Surveillance
10.00%
BCDVideo
Servers
21.00%
BriefCam
Security
20.00%
Cambium Networks
Wireless
20.00%
Comnet
Security
35.00%
Continental
Access Control
32.00%
D-Link
Network
20.00%
DarkTrace
Security
10.00%
Ditek
Security
38.00%
Exacq
Security
32.00%
Extreme Networks
Network
40.00%
Eyel-ock
Access Control
10.00%
Falcon
Access Control
40.00%
Fiber Sensys
Security
10.00%
FluidMesh
Wireless
15.00%
Gvision
Surveillance
5.00%
Gai-Tronics
Security
10.00%
Geovision
Surveillance
30.00%
Hanwha
Surveillance
45.00%
HES
Access Control
42.00%
HID
Security
42.00%
Honeywell
Surveillance
35.00%
ICT
Security
30.00%
Illustra
Security
30.00%
DocuSign Envelope ID: 6E7E1A79-1466-472E-8AD9-6F927A533862
IPVideo
Security
25.00%
ISONAS
Access Control
30.00%
LEA
Audio
30.00%
Lenel/S2
Access Control
41.00%
Legrand
Cable
15.00%
Locknetics
Access Control
40.00%
Louroe
Audio
23.00%
LSP
Power
28.00%
Middle Atlantic
Security
35.00%
MinuteMan
Power
17.00%
Nitek
Security
28.00%
NMC Netwatch
Monitoring
20.00%
OnSSI
Security
20.00%
Open Options
Access Control
43.00%
ProTech
Security
10.00%
Raytec
Security
18.00%
Remotel-OCK
Access Control
20.00%
Schlage
Access Control
29.00%
Security Door Controls
Access Control
38.00%
Shooter Detection
Security
20.00%
Southern Folger
Security
9.00%
Strong Poles
Security
10.00%
STS360
Services- Cloud
20.00%
STS360
Services- Onsite
40.00%
Superior Essex
Cable
28.00%
Synology
Servers
5.00%
TOA
Security
8.00%
Trendnet
Network
3.00%
Tripplite
Power
32.00%
United Central Control
Monitoring
20.00%
Veracity
Security
15.00%
Verkada
Surveillance
18.00%
Vicon
Surveillance
29.00%
Vivotek
Surveillance
28.00%
Von Duprin
Access Control
30.00%
Wilson Pro
Audio
15.00%
Winsted
Control Room
15.00%
M&C Review
Page 1 of 3
ACITY COUNCIL AGEND
Create New From This M&C
Official site of the City of Fort Worth, Texas
Fo H
REFERENCE **M&C 23- 04AUTHORIZE COOPERATIVE
DATE: 6/27/2023 NO.: 0524 LOG NAME: PURCHASE AGREEMENT
SIGMA SURVEILLANCE
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Execution of a Cooperative Purchasing Agreement with Sigma
Surveillance, Inc. dba STS360, in the Annual Amount of $2,039,000.00 Using a
Cooperative Agreement with Renewal Options for the Information Technology Solutions
Department
RECOMMENDATION:
It is recommended that the City Council authorize a Cooperative Purchase Agreement with Sigma
Surveillance, Inc. dba STS360 in the amount of $2,039,000.00 annually using Texas Department of
Information Resources contract DIR-CPO-4770 with three options to renew for the Information
Technology Solutions Department.
DISCUSSION:
On August 6, 2019, City Council authorized Mayor and Council Communication (M&C) 19-0007 for
new and replacement physical security equipment, software and support, for a first -year cost of
$3,502,042.00.
The current City Secretary Contract (CSC) No. 52756 with Sigma Surveillance, Inc. dba STS360
(STS360) expires September 10, 2023.
This M&C is to request authorization to execute a new Cooperative Purchase Agreement with STS360
using cooperative agreement Texas Department of Information Resources DIR-CPO-4770, in the
amount of $2,039,000.00, through October 29, 2023, with three (3) options to renew. The first renewal
term amount will be $2,039,000.00. The second and third renewal term amounts will be
$1,356,000.00 each year. Upon City Council approval and Agreement execution by the Assistant City
Manager, the new Agreement will replace CSC 52756.
Approximately $683,000.00 in authorization is needed for necessary improvements for the occupancy
of Future City Hall and these are one-time costs. The remaining authorization is needed to provide
new and replacement surveillance, access, intrusion, hardware, software, technology, maintenance
and support services citywide, for City -owned and leased facilities. Funding will be provided through a
Property Management Grants Capital Project, Information Technology Solutions Department (ITS)
Capital projects, ITS Fiscal Year 2024 operating budget, and various other sources depending on City
department needs.
COOPERATIVE PURCHASE: State law provides that a local government purchasing an item under a
cooperative purchase agreement satisfies State laws requiring that the local government seek
competitive bids for purchase of the item. Cooperative contracts have been competitively bid to
increase and simplify the purchasing power of local government entities across the State of Texas.
SUCCESSOR CONTRACTS: In the event the DIR agreement is not renewed, staff would cease
purchasing at the end of the last purchase agreement coinciding with a valid DIR agreement. If the
City Council were to not appropriate funds for a future year, staff would stop making purchases when
the last appropriation expires, regardless of whether the then -current purchase agreement has
expired.
http://apps.cfwnet.org/council_packet/mc review.asp?ID=31152&councildate=6/27/2023 6/27/2023
M&C Review
Page 2 of 3
The City will initially use the DIR contract to make purchases authorized by this M&C. The
Cooperative Contract is set to expire October 29, 2023. If DIR-CPO-4770 is extended, this M&C
authorizes the City to purchase similar equipment and services under the extended contract. If DIR-
CPO-4770 is not extended but DIR executes a new cooperative contract with STS360 and with
substantially similar terms, this M&C authorizes the City to purchase the equipment and services
under the new DIR contract. If this occurs, in no event will the City continue to purchase goods and
services under the new agreement for more than three (3) years without seeking Council approval.
BUSINESS EQUITY: A goal is not assigned when purchasing from an approved purchasing
cooperative or public entity.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does
not require specific City Council approval as long as sufficient funds have been appropriated.
AGREEMENT TERM: Upon City Council's approval, the initial term of the agreement will become
effective once executed by the Assistant City Manager and will expire on October 29, 2023, in
accordance with the DIR contract. The Agreement may be renewed through October 29, 2024. DIR-
CPO-4770 may be extended through October 29, 2026, and if the DIR is so extended, the Agreement
may be renewed in accordance with its terms through October 29, 2026.
RENEWAL OPTIONS: This agreement may be renewed for up to three (3) one-year renewal terms, in
accordance with the underlying DIR, at the City's option. This action does not require specific City
Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's
obligations during the renewal term.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current capital budget, as previously
appropriated, in the Grants Cap Projects Federal Fund for the City Hall Move 100 Energy Way project
and in the ITS Capital Fund for the Technology Infrastructure -IT programmable project and upon
adoption of the Fiscal Year 2024 Budget by the City Council, funds will be available in the Fiscal Year
2024 operating budget, as appropriated, in the Info Technology Systems Fund, to support the
approval of the above recommendation and execution of the agreement. Prior to an expenditure
being incurred, the Information Technology Solutions Department has the responsibility to validate the
availability of funds.
TO
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID I Year (Chartfield 2)
FROM
Fund Department Account Project
ID ID
Submitted for Citv Manager's Office bv:
Oriainatina Department Head:
Additional Information Contact:
ATTACHMENTS
Program Activity Budget Reference #
Year (Chartfield 2)
Valerie Washington (6192)
Kevin Gunn (2015)
Sallie Trotter (8442)
Amount
http://apps.cfwnet.org/council_packet/mc review.asp?ID=31152&councildate=6/27/2O23 6/27/2023
M&C Review
Page 3 of 3
04AUTHORIZE COOPERATIVE PURCHASE AGREEMENT SIGMA SURVEILLANCE funds availabilitv.gdf (CFW
Internal)
04AUTHORIZE COOPERATIVE PURCHASE AGREEMENT SIGMA SURVEILLANCE Updated FID.XLSX (CFW
Internal)
Siqma Form 1295 2019-513581.pdf (CFW Internal)
http://apps.cfwnet.org/council_packet/mc review.asp?ID=31152&councildate=6/27/2023 6/27/2023